HomeMy WebLinkAboutOceanside, City of; 1981-01-30;1
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i
LEASE -
THIS LEASE is made this x4 3--.- p _ day of S&\j U, )' 1981,
by and between the City of Oceanside, a California Municipal Cor-
poration, hereinafter referred to as "Oceanside," and the City of
Carlsbad, a California Municipal Corporation, hereinafter referred
to as "Carlsbad.':
WITNESSETH
WHEREAS, Oceanside owns a public parking lot which is in ex-
cess of its needs; said lot is more particularly described in
Exhibit 1, attached hereto and made a part hereof; and
WHEREAS, Carlsbad has determined that there is a necessity
for more public parking in the City of Car 1 sbad to serve the area
around the Plaza Camino Real Regional Shopping Center; and
WHEREAS, the parties have reached agreement on mutually bene-
ficial terms whereby Oceanside will lease their public parking
lot to Carlsbad.;
NOW, THEREFORE, in consideration of the mutual promises and
agreements herein contained, the parties hereto agree as follows
SECTION 1: Lease of Public Parking Area.
Oceanside hereby leases to Carlsbad and Carlsbad hereby
leases from Oceanside the real property and improvements located
in the City of Oceanside and more particularly described in Ex-
hibit 1.
SECTION 2: Term.
The term of the Lease shall commence on the day of
, 19r! The term of this Lease shall be fifty (50) _
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years and shall expire at midnight of the last day of the fiftieth
(50th) year.
SECTION 3: Rent. ----
Carlsbad agrees to pay rental in the amount of Seven Hundred
Thousand and Forty Dollars ($700,040) for the possession and use
of the leasehold as provided herein for the fifty (50) year term
as follows:
Carlsbad shall pay to Oceanside without deduction, setoff,
prior notice, or demand, the sum of Seventy Thousand Dollars
($70,000) annually for each of the first ten (10) years of
this Lease and One Dollar ($1.00) annually for each of the
remaining forty (40) years of the Lease. The rent shall be
due and payable on the last day of each year of this Lea-se.
SECTION 4: Rent Adjustment.
As of the date of this Lease state law provides that Carlsbad
will receive one cent of the six cent state sales tax to be col-
lected on taxable sales at the Broadway Department Store at Plaza
Camino Real in Carlsbad. The rental payment in Section 3 is based
upon an assumption that Carlsbad will continue to receive said one
cent through the first ten (10) years of this Lease. If the state
law governing the distribution of sales tax to cities is changed
at any time during the first ten (10) years of this Lease so that
Carlsbad receives less than said one cent, and if any portion of
said one cent is distributed to cities on a basis other than situs
of sale, then the rental payment due under Section 3 of this Lease
shall be reduced to One Dollar ($1.00) per year effective when
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said change in state law is effective.
During the first ten (10) years of this Lease, if state legi-
slation alters the manner in which state sales tax revenues are
distributed to local entities in some manner other than described
above in this section, and if such alteration reduces the sales
tax revenues distributed to the City of Carlsbad relating to sales
occurring at the Plaza Camino Real Shopping Center, and if such
alteration results in the receipt by Oceanside of a port
said revenues, then the rental described in Section 3 of
Lease shall be subject to renegotiation upon the request
ion
th
of
is
the
of
City of Carlsbad so as to provide for a reduction of said rent
consistent with the reduced tax revenues in Carlsbad and the in-
creased tax revenues to Oceanside.
SECTION 5: Option.
The City of Carlsbad shall have the option to purchase the
leasehold at any time for One Dollar ($l.OO), on the condition
that the City of Carlsbad shall have paid the rental required by
Sections 3 and 4 of this Lease. The parties hereto acknowledge
and agree that the nominal amount of the purchase price is based
on the fact that the payments required of Carlsbad by this Agree-
ment represent both rental and approximate fair market value. The
option may be exercised by giving Oceanside written notice of
Carlsbad's intent to exercise the option. Oceanside shall have
sixty (60) days within which to deliver title to the subject pro-
perty.
SECTION 6: Maintenance and Operation. --
Carlsbad shall maintain during the term of the Lease here-
under the parking area in good order, condition, and repair, and
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shall be responsible for all costs and expenses of operating same
as a public parking facility. Oceanside agrees to keep the lease-
hold free and clear of all liens, charges and encumbrances. The
estate conveyed hereby is subject to the right of Plaza Camino
Real to maintain, manage and operate the parking facilities for
the public purposes for which the same were constructed and con-
veyed to Oceanside to wit: for use by the general public as an
off-street parking lot for motor vehicles. Immediately upon exe-
cution of this Lease, Carlsbad shall enter into an agreement with
Plaza Camino Real whereby the subject property will be made sub-
ject to the Plaza Camino Real Public Parking Lot Operating Agree-
ment between City of Carlsbad, Parking Authority of City of Carls-
bad and Developer, Exhibit F to the Fourth Supplement to Agreement
for Expansion of Plaza Camino Real Regional Shopping Center,
whereby Plaza Camino Real operates the public parking areas owned
by the Carlsbad Parking Authority. In addition, the agreement
shall provide for the assumption by Plaza Camino Real of Carls-
bad's obligations under this section to operate and maintain the
public parking area.
SECTION 7: Indemnity.
Carlsbad shall indemnify Oceanside and hold Oceanside harm-
less from and against any and all actions, claims, demands, costs,
damages, penalties, expenses or liabilities of any kind whatsoever
by reason of the maintenance or operation of the parking lot or
by reason of the use thereof. This indemnification shall include
reasonable attorneys: fees which Oceanside may expend in connec-
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tion with any of the foregoing.
SECTION 8: Insurance.
Carlsbad shall, from and after the date of this Lease, carry
public liability and property damage insurance covering the park-
ing lot written by financially responsible insurance company(s),
authorized to do business in the State of California and with li-
mits of liability of at least a combined single limit of Two
Million Dollars ($2,000,000) per occurrence. All such insurance
shall name Oceanside as additional insured and shall be maintained
in full force and effect by Carlsbad for the term of this Lease.
Should the parking facilities be damaged by fire, lightning,
vandalism, malicious mischief or any other casualty, Carlsbad
shall cause the repair of such damage with all reasonable dispatch
Carlsbad shall procure and maintain or cause to be procured and
maintained in full force and effect at all times during the term
of this Lease, a policy or policies of insurance against loss or
damage to the improvements of the parking lot, resulting from fire
lightning, vandalism, malicious mischief, and such other perils
as are ordinarily included in "fire and extended coverage insur-
ance," providing coverage at one hundred percent (100%) of the re-
placement value of said improvements written by financially re-
sponsible insurance company(s) authorized to do business in the
State of California. Oceanside shall be named as an additional
insured under said policy of insurance. Proceeds of the said in-
surance shall be applied toward the cost of repairs or replace-
ments of said improvements.
Carlsbad shall cause policies of insurance or certificates
thereof to be provided to Oceanside to evidence Carlsb'ad's compli-
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ante with the requirements of this section and providing that the
coverage under such policies shall not be reduced or cancelled ex-
cept after thirty (30) days written notice to Oceanside. .The in-
surance required under this section may be obtained through blan-
ket policies or contracts which may cover other properties or lia-
bilities, provided that as respects the insurance referred to in
this section, there is separately stated and allocated in such
policies or contracts with respect to the parking lot an amount at
least equal to the amount of insurance required with respect to
the parking lot as if the same were so insured under separates poli
ties or contracts of insurance.
SECTION 9: Purpose of Use. --
Carlsbad shall be obligated to manage, operate and maintain
the parking area leased so as to afford to the general public an
off-street public parking lot for motor vehicles without charge
in accord with the Public Parking Law of 1949.
SECTION 10: Assignment and Sublease.
This lease and any interest herein shall not at any time,
without the prior written consent of Oceanside, be mortgaged,
pledged, assigned, subleased or transferred by Carlsbad.
SECTION 11: Assumption of Obligations.
Except for payment of rent as provided in Section 3 above,
Carlsbad may satisfy all or any part of its obligations to Ocean-
side under this Lease by furnishing Oceanside with a copy of an
agreement between Carlsbad and Plaza Camino Real whereby Plaza
Camino Real assumes responsibility for such obligations.
SECTION 12: Surrender of Leasehold.
Upon the expiration of this Lease and in the absence of exer-
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cise of any option to buy, Carlsbad agrees' that they shall surrend-
er to Oceanside all property then under lease hereunder, together
with any improvements thereon, in good order and condition and in
a state of repair that is consistent with prudent use and conscien-
tious maintenance except for reasonable wear and tear.
SECTION 13: Right of Entry.
Oceanside and its designated representative shall have the
right to enter upon the leasehold during reasonable business 'hours
and in emergencies at all times, for any purpose related to Ocean-
side's rights or obligations under this agreement, or for any other
lawful purpose.
SECTION 14: Liens. --
When Oceanside leases the property to Carlsbad it shall be
free of all liens and encumbrances. Carlsbad shall keep the park-
ing lot free and clear of all material liens or mechanics' liens
or any other similar liens for repair, maintenance and operation,
services, labor or materials which may arise from any work done
on the parking lot-by or at the direction of Carlsbad. Carlsbad
may in good faith contest the validity of any such lien and shall
at its expense defend itself and Oceanside against the same and
pay any final judgment which may be rendered thereon. If Carlsbad
elects to contest any such lien, they shall record a surety bond
in accordance with California Civil Code Section 3143 releasing.
the parking lot from such lien within ten (10) days after it be-
comes aware of the recordation of any such lien or Carlsbad shall
deliver the aforementioned bond to Oceanside. I
SECTION 15: Taxes.
The parties take the position that the leasehold constitutes
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public property free and exempt from all taxation; however, Carls-
bad and Oceanside agree to jointly take whatever steps may be ne-
cessary to contest any proposed tax or assessment, or to recover
any tax or assessment paid.
SECTION 16: Quiet Enjoyment. -_-
The parties hereto mutually covenant and agree that Carlsbad,
by keeping and performing the covenants and agreements herein con-
tained, shall at all times during the term, peaceably and quietly
have, hold, and enjoy the leased property without suit, trouble
or hindrance from Oceanside.
SECTION 17: Applicable Law.
This Lease shall be governed exclusively by the provisions
hereof and by the laws of the State of California, subject to the
waivers, exclusions, and provisions herein contained.
SECTION 18: Notices.
All notices, statements, demands, requests, consents, appro-
vals, authorizations, offers, agreements, appointments, or desig-
nations hereunder by either party to the other shall be in writing
and shall be sufficiently given and served upon the other party
if sent United States registered mail, return receipt requested,
postage prepaid and addressed as follows:
City of Oceanside City Manager 321 North Nevada Street Oceanside, CA 92054
City of Carlsbad City Manager 1200 Elm Avenue Carlsbad, CA 92008
SECTION 19: Waiver.
The waiver by Oceanside of any breach by Carlsbad of any term
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covenant, or condition hereof shall not operate as a waiver or any
subsequent breach of the same or any other term, covenant, or
SECTION 20: Enforcement.
If Carlsbad shall at any time fail or refuse to pay any obli-
gation or perform any work or furnish any services required on
their part under this Lease, Oceanside may prosecute any proceed-
ing at law or in equity to secure by way of specific performance
or otherwise Carlsbad's obligations.
SECTION 21: Validity.
If any one or more of the terms, provisions, promises, cove-
nants, or conditions of this Lease shall to any extent be adjudged
invalid, unenforceable, void, or voidable, or unforceable by Ocean
side, or if for any reason it is held by such a Court that the
covenants and conditions of Carlsbad hereunder, including the cove
nants to pay rent hereunder, is unenforceable for the full term
hereunder, then and in such event for and in consideration of the
right of Carlsbad to possess, occupy, and use the leasehold, which
right in such event is hereby granted, then this Lease shall there
upon become, and shall be deemed to be, a lease from year to year
under which the annual rents herein specified shall be paid by
Carlsbad.
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IN WITNESS WHEREOF, Oceanside and Carlsbad have signed this
Lease as of the day and year first above written.
ATTEST:
APPROVED AS TO FORM:
ATTEST: CITY OF CARLSBAD
APPROVED AS TO FORM:
RONALD C. PACKARD, Mayor \
City Attorney ' y
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A parcel of land situated in the City of Oceanside, County of San Diego, State of California, being a portion of the northeast quarter of Section 31, Township 11 south, Range 4 West described as follows:
Beginning at the southeast corner of the north half of the northeast quarter of Section 31; thence along the south line of said north half, north 89O42'19" west, 325.70 feet to the true point of beginning: thence north 89°42'19t' west, 1150.70 feet; thence leaving said south line, north 46O36.53" east, 143.87 feet; thence north, 312.85 feet to the southerly line of State Highway 78; thence along said southerly line north thence north 88OO0'18" east, 543.32 feet; and north 89O41'28" east, 500.04 feet; thence south O"24'11" east, 439.22 feet to the true point
of beginning.
EXHIBIT #l
WRITE IT-DON'T SAY IT INTER-DEPARTMENT MEMORANDUM
A. M.
TO City Clerk DATE Feb. 2 " 81 P'M.
RE: Carlsbad-Oceanside Parking Lot Lease
Attached for your files are the original copies of the Carlsbad-Oceanside Parking Lot Lease and Resolution No. 81-13 approving the agreement.
Attachment 4 a
p’ / /
REPLY ON THIS SHEET w City Attorney F.ROM
WlLMER “SERVWE- tp4c STANDARD ,NTER DEPT. MEMO FORM 1 I-*.%--PI)
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14 WHEREAS, it is necessary for the City Council to formally
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19 NOW, THEREFORE, BE IT RESOLVED by the City Council of the
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HARLES R. REVLETT
CITY ATTORNEY
321 N. Nevada
RESOLUTION N0.81-13
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF OCEANSIDE ACCEPTING THE CONVEYANCE OF CERTAIN REAL PROPERTY FROM PLAZA CAMINO. REAL AND AUTHOR- IZING ITS LEASE TO THE CITY OF CARLSBAD.
WHEREAS, on June 25, 1980, this City Council approved an
agreement between the City of Oceanside and Plaza Camino Real, a
California limited partnership, wherein Plaza Camino Real was
required to convey certain real property to the City of Ocean-
side; and
WHEREAS, said agreement requires the City of Oceanside to
lease said real property-to the City of Carlsbad in accordance
with the terms and conditions of the agreement between the City
of Oceanside and the City of Carlsbad dated November 8, 1978;
and
accept the conveyance from Plaza Camino Real of the real property
described in Exhibit "A" attached hereto and incorporated herein
by reference and to authorize the subsequent lease of said prop-
erty to the City of Carlsbad.
II City of Oceanside that this Council formally accepts the convey-
ance from Plaza Camino Real of the real property described in --
Exhibit "A" hereto and further authorizes the lease of said prop-
II erty to the City ,of Carlsbad in accordance with the terms and
1 City of Carlsbad dated November 8, 1978.
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15 APPROVED AS TO FORM & LEGALITY:
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4ARLES R. REVLETT
CITY ATTORNEY
321 N. Nevada
Oceanside, CalIf.
PASSED AND ADOPTED by the City Council of the City of
Oceanside, California this 14th day of January , 1981, by
the following vote:
AYES: BAGLEY, BELL, BISHOP, BURGESS, CASEY
NAYS: NONE
ABSENT: NONE
ABSTAIN: NONE
ATTEST:
City Attorney
STATE OF W~IFORN1A )
COUNTY OF S.AbJ DIEGO) 55.
CITY cI,F OCE/~~J:,!~E )
I, B,*.,fnA”.^ I’ I\, -‘+! ’ >‘. CT+y C!erk of $Lq C;‘,, gf o~p371s:+J+ Ci’;fprnia,
D() HEREI]‘/ ‘- “- .‘~.’ T! a~ tLe icreg--inq rT-?la,“-.-’ \n i: :j ,I:, ?.I >-.>‘rrj by
the City C-- / -.‘-,I I”yj was Br)---~in-! ’ ’ ? ),,j>\,-P m: ?,a’ .ld city
at a __....... -
the ._..______ ~.%!?.....: ______ :...I:.: ____
say-j CItv Cp*cncil held on
(SEAL)
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RES. 81-13
A parcel of land situated in the City of Oceanside, County of San Diego, State of California, being a portion of the northeast quarter of Section 31,
Township 11 south, Range 4 West described as follows:
Beginning at the southeast corner of the north half
of the northeast quarter of Section 31; thence along
the south line of said north half, north 89"42'19" west, 325.70 feet to the true point of beginning; thence north 89"42'19" west, 1150.70 feet; thence leaving said south line, north 46"36'53" east, 143.87 feet; thence north, 312.85 feet to the southerly
line of State Highway 78; thence along said southerly
line north thence north 88'00'18" east, 543.32 feet; and north 89O41'28" east, 500.04 feet; thence
south 0'24'11" east, 439.22 feet to the true point
of beginning.
Res. 81-13
EXHIBIT A